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12-02-06 Norton Rose Fulbright's Barbara Li, a partner based in the firm's Beijing office. "There are huge opportunities for greenbuilding technology and construction companies. People who used to live in the countryside have now moved to the cities." Agriculture and food are some of the other areas the Chinese are interested in investigating in terms of what Canada can bring to their table. While China is a big farming country it's done still in a relatively low-tech way and some of the big SOEs and POEs are coming to North America wanting to learn how farming is done in order to take the knowledge home to improve systems in their country. Lee cautions that if you don't have a local partner you make enemies fast but joining forces makes you more respected. That can also go a long way to protecting intellectual property concerns, which many companies have when considering doing business in China. "I keep saying the law on IP is very advanced in China — probably more advanced on the legal system side than most countries in the world," says Lee. "The laws are very new and very modern. It's the enforcement that is the problem." ip lawS are changing in china But that too is changing. "It's not so much that the court doesn't enforce — you have to find proof and if the infringer is not a big enough company they just disappear. If you kill one, the other comes up next door," she says. Chinese companies also now have It's not so much that the court doesn't enforce — you have to find proof and if the infringer is not a big enough company they just disappear. If you kill one, the other comes up next door." JoYCE lEE, McCarthy Tétrault llP some intellectual property they want to protect. "You have to find a reputable partner as your joint venture partner. If they have something they are afraid of losing those are the people that will help take IP protection to the next level in China," she adds. For first-time dealmakers with Chinese counterparties, Canadian companies should make themselves familiar with the pace of the negotiations, timelines, and expectations. "You have to know your partner. You need to figure out who is the decision-maker," says McCarthys' Michael. "You need to go there a first and second time not thinking you will get a signed deal in your briefcase — you need to go and spend time and get to know the people." Bradford agrees, saying taking the time to learn about the business culture can go a long way. Picking a local partner to be part of the arrangement can be tricky, says David McIntyre of Norton Rose Fulbright. "I've seen it where the arrangement with the local partner can go sour and how difficult it can be to keep your business on track when that happens, whether it's a local Chinese company coming to Canada or the other direction," he says. Drafting of the agreements is some- thing not to be overlooked and there's a different cultural approach to legal documentation that can arise. "A partnership or shareholder agreement is a living document that essentially governs your relationship. What I've seen is there's a different approach in China than in Canada — less attention is paid to those kind of agreements in China in that they are more broad based and detail is meant to be dealt with through the evolution of the personal relationship," he says. Li and McIntyre also note the tax rules are complex in China and a challenge to deal with. "Getting profits out of the country is definitely something to focus on. There is a lot of bureaucracy associated with getting your money out," he says. "When you talk to different people about doing business in China I would say the three things they are most concerned about are: involvement with local partners, how do I get my profits out of the country once I'm there, and how do I protect my intellectual property rights?" He has a Canadian client interested in doing business in China and is grappling with how to do it. "They want to know: 'How do I trust that my local partner will respect the intellectual property rights and how do I protect them from just being taken?'" IH Your lawyer. Your law firm. Your business advisor. BennettJones-3_IH_Apr_13.indd 1 w w w. c a n a d i a n law y er m a g . c o m / i n h o u s e october 13-02-26 10:3427 2013 • AM

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